United Kingdom

1. EEA AIFMs

AIFMs, authorised in their EEA home State may exercise passporting rights for management and marketing in the UK in relation to most types of EEA AIF on a services and / or branch basis. In order to do so, the Financial Services and Markets Act 2000 (“FSMA”) requires the AIFM to satisfy service conditions set out in Schedule 3.

Regardless of whether an existing passport to do management business under another single market directive (such as UCITS) is held, EEA AIFMs are required to make a separate notification to their home State competent authority if intending to manage or market an EEA AIF on a passported basis. The home State competent authority will then send the management passport notification to the UK Financial Conduct Authority (“FCA”) on behalf of the EEA AIFM.

EEA AIFMs will need to send any approved persons forms to the FCA if exercising a branch passport right to manage an EEA AIF in the UK and persons carrying on ‘controlled functions’ must be approved by the FCA for these purposes, if not currently approved 1 The relevant controlled functions to consider are the money laundering reporting officer [CF11], the customer function [CF30] and possibly the significant management function [CF29].

A full scope EEA AIFM wishing to market an EEA AIF 2 As long as it is not a feeder AIFM (the master AIFM of which is managed by a non-EEA AIFM) or is a non-EEA AIFM.  to retail (as well as professional) investors in the UK may do so if its home State competent authority has submitted a passport notification to the FCA to market the AIF to professional investors or by applying to the FCA directly using the AIFMD marketing permission in the UK form. The promotion of the AIF to UK investors must be made in accordance with section 21 FSMA and the financial promotion regime and, if an AIF takes the form of an unregulated CIS, section 238 FSMA (see PERG 8.20G in the FCA Handbook).

2. Third country AIFMs

AIFMs based in non-EEA (third country) jurisdictions wishing to market EEA and / or Non-EEA AIFs in the UK will be required to comply with the National Private Placement Regime, as well as the financial promotion rules.

3. Fees

The UK does not charge an application fee for outward or inward AIFMD passport notifications.

An EEA AIFM passporting into the UK through establishment of a branch is required to pay periodic fees on the regulated activities it is conducting in the UK. Periodic fees will be based on both gross income and funds under management. EEA AIFMs receive a discount to reflect the reduced scope of the FCA’s responsibilities in respect of their oversight. The level of the discount varies depending on the fee-block under which the AIFM falls and according to the division of responsibilities between the home State regulators and other regulators for AIFMs in each fee-block 3
Information on how periodic fees are calculated for EEA firms can be found in the FCA’s Fees Manual:

The FCA does not require AIFMs that passport into the UK on a services basis to pay periodic fees.